Welcome 2023 !

Photo Credit: Poornima Jayarao

Volume

Issue

283 / 2022

December

2022

Quote of the day

"Every sunset is an opportunity to reset. Every sunrise begins with new eyes."

- Richie Norton

'Trust' is an integral part of any relationship. It is a 2-way street with 'Truthfulness' and 'Transparency' riding high on it.

Almost a decade ago, as I battled cancer, I had no choice of turning away my customers nor closing down my practice. I had no choice but to trust my small team to deliver without me. I watched them learn and grow. Rise and fall. Feel empowered and confident. I Trusted & Delegated. The team took Ownership.

Long before COVID, I changed the medical leave rules. Made it unlimited with pay. I trusted my team to avail sick leave only when actually unwell. It worked. In the last several years, each time every one of them has shared with me the actual health reason for abstaining from work. Even if on leave, they have worked from home once they got better, long before WFH was an option. The culture of Trust, Transparency and Truthfulness has rubbed off on the new joinees as well. Seldom have they misused the freedom.

As we close the 2nd year of the 3rd decade of the 21st century, and get ready to welcome a bright new 2023, my 'trust' in trusting employees has grown deeper and stronger. Let me share 3 latest instances:

One of my girls who had joined less than an year ago was to get married. While she was excited and broke the news happily to me, she was mindful of the consequences her absence would have when majority of the team would go on exam leave in December (every Company Secretary firm grapples with skeletal staff thanks to the CS exams every 6 months once !). She chose a combo of WFH and leave and deferred her honeymoon to 2023 (yes, she did that !), just so that she can contribute until the office functions with full quorum. This thoughtful initiative and commitment to work came from her, on her own. Trust is a 2-way street as I said. The young bride managed her wedding-leave beautifully !
Another girl was juggling her time between work and caring for her ailing mother in another city for last couple of years. A hybrid of WFH and WFO option helped her immensely. Only because she was truthful about her challenges and her aspirations. Unfortunately, she lost her mother recently. Bereaved she was but not bereft of sense of duty. She called her colleagues the very next day and ensured an effective work handover so that the impact of her absence is minimal. She continued to work intermittently and resumed after a short break. This attitude helped us manage the dreaded ‘December-exam-leave’ period smoothly. Again, it was her pay-back gesture towards the team that filled in during her bereavement leave.
Well, what can I say about this petite, school-girl-like, employee of mine who handles many clients over the years ? She is so well-planned and meticulous that she can as well be named “Timeliness” 😊! She planned her maternity leave (ML) so well that the work-handover began months in advance as she availed a 2 month WFH option before signing off on the 6-month ML. She chose to be active at work until the last day before her little one arrived. She cared for her clients, her work and her colleagues as much as she did for her bundle-of-joy. Her thoughtful planning reflects her attitude of Transparency !

I have just picked 3 recent instances but it is incredible how rest of the team has risen to the occasion and held fort ungrudgingly, not only in these instances but also in several others over the years, despite their own personal challenges. Their remarkable solidarity with one another is so heartening. Stemming as I said, from the culture of 3 Ts - Trust, Truthfulness & Transparency !!

While I sign off 2022 on this reflective positive note, I urge you to go through the other sections of this 283rd issue of Samhita – Regulatory Updates, Better Business Communication, Books-Best Buddy & Statutory Calendar. Wishing all the readers a happy, safe and fulfilling year 2023 ahead !!

For any previous issues of Samhita and the readers’ feedback, please visit http://www.sharadasc.com/resource-center/.

Happy Reading,

S.C. Sharada

© Viktor E. Frankl

Review and Buy

The book is an autobiography of Dr Viktor E Frankl who survived the Auschwitz concentration camp and holocaust.

The author brings out his personal experience towards surviving the camp and finding a meaning to life whilst facing the ordeal. He cites various intriguing instances with exemplary explanation on “delusion of reprive”, paradoxial time-experience reminding of Thomas Mann's The Magic Mountain, and reminding of the Nietzsche's words, "He who has a why to live for can bear with almost any how" The latter being the key factor leading to his survival and of his peers, helping many from suicidal tendancy, and rising like a phoenix from the holocaust.

Professionally as a doctor having survived the holocaust Dr Frankl easily brings out his own theory on Logotherapy which seamlessly blends from his experience from the holocaust.

The book brings out the struggles during and after effects of war. Though irrelevant for many at this juncture, the essence towards searching a meaning for survival in extreme circumstances keeps us engrossed and immersed in the book for any challenges one may have to overcome.

Suggested By: Lt Cdr Vasanth Sridharan (Retd, IN)

Senior Manager,

M/s Pinaka Aerospace Solutions Pvt Ltd

A Zetwerk Company

Tip 1:

Writing thank you notes

The only type of emails that could be long are 'thank you' notes. Short emails are the best for any purpose other than a thank you note. While writing a thank you note, do mention how much a person's effort of guidance really helped and how much you actually appreciate it.

Following is a thank you note that I wrote my tutors when I got selected for my dream job:

Subject line: Thank you note/ Thank you for…./ Gratitude for……..

Hi All,

Hope you are doing good.

You have helped me a lot to understand the basics and the nuances of teaching English. More importantly, I admire the way all of you continue to be enthusiastic even after a tiring day. I adore your patience. I always wish I could be as good as all of you in the subject, in teaching and also be patient and cheerful.

Your words still echo in my ears. I wait for my students to speak, I don't ask them "Do you understand? Any questions?". I do figure out if they understood. I don't hesitate to do anything in the class that would help the learners to understand what I teach. I plan every minute of the lesson keeping the learners' needs in my mind. I am sure I have a lot more to learn. I am looking forward to learning them from wonderful professionals like all of you.

Thanks a lot for being amazing tutors. I want to be a great teacher like all of you in the future.

Balaji Ramaswamy N
Mobile: 9741393539
Facebook | Telegram

Reminders for Payments & Returns

To save a date into your calendar, select an event from the link and follow the options

Regulatory Updates

MCA Updates

Roll out of forms on MCA V3

In August 2022, forms relating to DIN, Deposit and Charges were migrated from MCA V2 portal to MCA V3 portal. It was also informed that other company forms would be gradually migrated to V3. About 56 forms are now slated to be released in a phased manner on MCA V3 portal starting from January 09, 2023. Due to the migration, filings on the portal will be affected as follows:-

e-filings in MCA V2 portal will be disabled for 10 forms (Incorporation forms) to be rolled out on January 09, 2023 for the period from January 07, 2023 to January 08, 2023.
e-filings in MCA V2 will be disabled for 46 forms to be rolled out on January 23, 2023 for the period from January 07, 2023 to January 22, 2023.
MCA V3 will also not be functioning for filings on January 07, 2023 to January 08, 2023 and once again from January 21, 2023 to January 22, 2023.

A list of the 56 forms with their release date is enclosed for the reference of readers.

Open list of forms to be released on MCA V3

Clarification for holding of AGM through VC up to 30.09.2023

Clarification for holding of AGM through VC up to 30.09.2023 In reference to its General Circular no. 20/2020 dtd 05.05.2020 and General Circular no. 02/2022 dtd 13.01.2021, General Circular no 19/2021 dtd 08.12.2021 and General Circular no. 2/2022 dtd 05.05.2022, MCA has clarified that companies whose AGMs are due in the year 2023 may conduct their AGMs on or before September 30, 2023 through VC or OAVM.

(Refer MCA General Circular No. 10/2022 dtd December 28, 2022)

Clarification for holding of EGM through VC up to 30.09.2023

MCA vide its General Circular no. 11/2022 has allowed companies to conduct their Extra-Ordinary General Meetings (EGM) through VC or OAVM or to transact items through postal ballot for a period up to September 30, 2023 in accordance with the framework provided in its General Circulars issued during 2020 and 2021.

(Refer MCA General Circular No. 11/2022 dtd December 28, 2022)

Ministry of Labour & Employment

ESIC Registration for Companies

With effect from February 15, 2020 the registration under Employees’ State Insurance Corporation (“ESIC”) for public and private limited companies and One Person Company was disabled on the Shram Suvidha portal. Since then, the registration was enabled through form AGILE-PRO on MCA portal as a part of the incorporation process of companies. The ESIC has issued a circular dtd December 22, 2022 stating that companies which have availed ESIC registration through AGILE PRO need not comply with the provisions of ESI Act, 1948 for 6 months from registration or till they breach threshold limits whichever is earlier. Further, if a company does not breach the threshold limits within 6 months, it has to login to ESIC Website and extend the dormant mode. Failure to do so, will automatically activate the company and the company will have to start complying with the requirements under ESIC Act. Necessary actions will be taken against the employer of defaulting units.

(Refer to ESIC Notification I/145485/2022 dtd December 22, 2022)

SEBI Updates

Foreign Investment in AIFs

Regulation 10(a) of SEBI (Alternative Investment Funds) permits Alternative Investment Funds(“AIFs”) to raise funds from any investor whether Indian, foreign or non-resident Indians by way of issue of units. SEBI vide its Circular dtd December 09, 2022 has notified the framework for on-boarding foreign investors by AIFs. The circular is applicable to all AIFs with immediate effect. As per the circular the Manager of AIF has to ensure that

the foreign investor is a resident of the country whose securities market regulator is a signatory to the International Organization of Securities Commission's Multilateral Memorandum of Understanding or a signatory to the bilateral Memorandum of Understanding with SEBI.

AIFs may accept commitment from a foreign investor who does not meet above criteria only if such investor is a Government or Government related investor and is a resident of such country as may be approved by the Government of India.

the investor or its underlying investors contributing 25% or more in the corpus of the investor or identified on the basis of control (as defined in the circular), shall not be a person

mentioned in the Sanctions List notified from time to time by the United Nations Security Council or
a resident of country identified in the public statement of Financial Action Task Force (“FATF”) as a jurisdiction having strategic Anti Money Laundering or Combating the Financing of Terrorism deficiencies to which counter measures apply or a jurisdiction which has not made sufficient progress in addressing deficiencies or not committed to action plan developed by FATF for addressing the same.

An investor who has been on-boarded to AIF and subsequently fails to meet the above criteria, then the manager shall ensure that there is no drawdown of any further capital contribution from such investor until the criteria is satisfied again. The same applies to investors who have been on-boarded already.

Open SEBI Circular No. SEBI/HO/AFD-1/PoD/P/CIR/2022/171 dtd December 09, 2022

Updated Operational Circular- Non-convertible Securities, Securitized Debt Instruments and/ or Commercial Paper

As multiple circulars were issued in respect of disclosure requirements to be complied by issuers of Non-convertible Securities, Securitized Debt Instruments and/ or Commercial Paper, SEBI had released Operation Circular on July 29, 2022 by compiling various existing circulars with consequent changes. The same was effective from August 01, 2022. SEBI has now released updated operational circular in respect of the same on December 01, 2022.

Open SEBI Circular no. SEBI/HO/DDHS/DDHS_Div1/P/CIR/2022/0000000103 dtd July 29, 2022 and updated as on December 01, 2022

Clarification on Scheme of Arrangement by NCD/NCRPS listed entities ('debt listed entities')

SEBI vide its Circular dtd December 09, 2022 has clarified that the operational circular for Scheme of Arrangement(“SOA”) by entities who have listed their Non-convertible Debt securities (“NCDs”)/ Non-convertible Redeemable Preference shares (“NCRPS”) shall not be applicable for SOA which is solely between a debt listed entity and its unlisted wholly owned subsidiary. However, such debt listed entity shall file SOA with Stock Exchanges (“SEs”) for disclosure and SEs shall disseminate the same on their websites.

Accordingly, Chapter XII of the Operational Circular dtd July 29,2022 updated on December 01, 2022 stands modified.

Open SEBI Circular no. SEBI/HO/DDHS/DDHS-RACPOD1/P/CIR/2022/170 dtd December 09,2022

IBBI Update

Proforma for Reporting Liquidator's Decision(s) different from the Advice of SCC

In terms of Proviso to Regulation 31A (10), IBBI has vide its Circular dtd December 21, 2022 notified a format for reporting decisions of the liquidator which are different from the advice given by Stakeholders' Consultation Committee (“SCC”).

Open IBBI Circular no. IBBI/LIQ/57/2022 dtd December 21,2022

Note: The contents of this Newsletter are only a summary and has not dealt with any issue in detail. Any action taken or proposed to be taken must be in consultation with professionals and not merely based on the articles / news updates. S. C. Sharada & Associates disclaims all liability on action taken without professional advice.

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